Exhibit 10.18.4
OLD DOMINION FREIGHT LINE,
INC.
DIRECTOR PHANTOM STOCK AWARD
AGREEMENT
THIS PHANTOM STOCK AWARD
AGREEMENT (the or this
“Agreement”), made effective as of the
day of
20
(the
“Grant Date”), between Old Dominion Freight Line, Inc.,
a Virginia corporation (the “Company”), and
____________________, a Director of the Company (the
“Participant”).
R
E C I
T A L S :
In furtherance of the purposes of
the Old Dominion Freight Line, Inc. Director Phantom Stock Plan, as
it may be hereafter amended and/or restated (the
“Plan”), and in consideration of the services of the
Participant and such other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Company and the Participant, intending to be legally bound, hereby
agree as follows:
ARTICLE 1.
INCORPORATION OF PLAN
. The rights and duties
of the Company and the Participant under this Agreement shall in
all respects be subject to and governed by the provisions of the
Plan, a copy of which is delivered herewith or has been previously
provided to the Participant and the terms of which are incorporated
herein by reference. In the event of any conflict between the
provisions in the Agreement and those of the Plan, the provisions
of the Plan shall govern. Unless otherwise defined herein,
capitalized terms in this Agreement shall have the same definitions
as set forth in the Plan.
ARTICLE 2.
GRANT OF AWARD
. The Company hereby grants to the
Participant pursuant to the Plan, as a matter of separate
inducement and agreement in connection with his service with the
Company, and not in lieu of any salary or other compensation for
his services (the “Award”), a total of
shares of Phantom Stock (the “Phantom Stock”), subject
to the terms, restrictions, and other conditions of this Agreement
and the Plan.
ARTICLE 3.
VESTING OF AWARD;
FORFEITURE . Subject
to the provisions of this ARTICLE 3, the Award shall vest on the
earlier to occur of the following:
3.1. the earlier of (a) the one-year anniversary
of the Grant Date or (b) the date of the first annual meeting
of shareholders that occurs after the Grant Date, provided that the
Participant is still in service as a Director on such earlier
date;
3.2. the date of a Change of Control, provided that
the Participant is still in service as a Director on such date;
or
3.3. the date of the Participant’s death or
Total Disability, provided that the Participant is still in service
as a Director on such date.
If the Award is not vested on the
date of the Participant’s termination of service as a
Director of the Company for any reason, the Award shall be
forfeited, no payment shall be made with respect to the unvested
portion of the Award on the Settlement Date or any time thereafter,
and
the Participant shall have no further rights
with respect to the Award to the extent unvested. In addition, if
the Participant is removed as a Director by the shareholders of the
Company for cause (as determined under applicable state law), then
the Participant shall forfeit the Award, whether vested or
unvested, shall have no right to payment with respect to the Award
and shall have no further rights related to the Award.
ARTICLE 4.
SETTLEMENT OF AWARD
.
4.1. General Settlement Terms . If the
Award is vested on the Settlement Date and is not otherwise
forfeited pursuant to ARTICLE 3, the Award shall become
payable as of the Settlement Date. The Settlement Date shall be the
date of the Participant’s termination of service as a
Director for any reason (including but in no way limited to
termination of service due to death or Total Disability), provided,
however, that any such termination of service shall also constitute
a “separation from service” under Code
Section 409A. On the Settlement Date, the Participant shall be
entitled to receive an amount for each share of Phantom Stock
awarded to the Participant with respect to the portion of the Award
which had vested as of the Settlement Date equal to the Fair Market
Value of a share of Common Stock on the Settlement Date, less any
required withholding. Subject to Section 4.2 of this Agreement
and the terms of the Plan, such amount shall be paid in cash to the
Participant in twenty-four substantially equal monthly installments
commencing as of the first day of the calendar month next following
the Settlement Date. In the event an amount becomes payable
pursuant to this ARTICLE 4 on account of the
Participant’s termination of service due to death, or the
Participant becomes entitled to receive an amount pursuant to this
ARTICLE 4 and he dies prior to receiving any or all of the
amounts to which he is due, then the amounts payable pursuant to
this ARTICLE 4 shall be made to the beneficiary or
beneficiaries (which may include individuals, trusts or other legal
entities) designated by the Participant on a form acceptable to the
Administrator and filed with the Administrator prior to his death
(the “Beneficiary Designation Form”). If the
Participant fails to designate a beneficiary or fails to file the
Beneficiary Designation Form with the Administrator prior to his
death, such amounts shall be made to his estate. If a named
beneficiary entitled to receive payments pursuant to the
Beneficiary Designation Form dies at a time when additional
payments still remain to be paid, then such remaining payments
shall be paid to the other primary beneficiary or beneficiaries
named by the Participant who shall then be living or in existence,
if any; otherwise to the contingent beneficiary or beneficiaries
named by the Participant who shall then be living or in existence,
if any; otherwise to the estate of the Participant.
4.2. Small Payments . Notwithstanding
the provisions of Section 4.1, in the event the amount to be
paid to or on behalf of the Participant pursuant to
Section&n
